Rule 497(e)
File Nos. 33-24753 and
811-5668
THE HANOVER FUNDS, INC.
Prospectus Supplement dated December 19, 1995
In August 1995 Chemical Banking Corporation ("Chemical") and The Chase
Manhattan Corporation ("Chase") announced that they had entered into a merger
agreement. Following the merger of these two bank holding companies, The Chase
Manhattan Bank, N.A. will be merged with and into Chemical Bank, at which time
Chemical Bank will assume the Chase Manhattan name.
In anticipation of the consummation of the foregoing mergers, the Board of
Directors of The Hanover Funds, Inc. (the "Company"), which is affiliated with
Chemical, and the Board of Trustees of Mutual Fund Trust ("Vista"), a mutual
fund company affiliated with Chase, each have approved an Agreement and Plan of
Reorganization and Liquidation (the "Agreement") to be entered into by the
Company and Vista. The Agreement provides that, subject to certain conditions,
including approval of the Agreement by the shareholders of the Company and
consummation of the merger of Chemical and Chase, each investment portfolio of
the Company will sell all of its assets and liabilities to a corresponding
existing or newly-created investment portfolio of Vista having a substantially
identical investment objective and similar investment policies, in exchange for
the issuance by Vista of shares of the respective acquiring investment
portfolio. The value of the shares of a portfolio of Vista issued in
connection with the contemplated transaction will equal the value of the net
assets of the corresponding portfolio of the Company being sold. Each portfolio
of the Company will distribute to its shareholders the shares received from
Vista in cancellation of the outstanding shares of the Company, and
shareholders of the Company will become shareholders of Vista. The total net
asset value of the holdings of the shareholders of the Company immediately
before and after the contemplated transaction will be the same. The Agreement
provides that, subject to the satisfaction of the conditions contained therein,
the transaction will be consummated before July 31, 1996.
